Notice2026-19189
Beretta and Ruger; Analysis of Proposed Agreement Containing Consent Order To Aid Public Comment
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
September 18, 2026
Issuing agencies
Federal Trade Commission
Abstract
The consent agreement in this matter settles alleged violations of Federal law prohibiting unfair methods of competition. The attached Analysis of Proposed Agreement Containing Consent Order to Aid Public Comment describes both the allegations in the complaint and the terms of the consent order--embodied in the consent agreement--that would settle these allegations.
Full Text
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<title>Federal Register, Volume 91 Issue 180 (Friday, September 18, 2026)</title>
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[Federal Register Volume 91, Number 180 (Friday, September 18, 2026)]
[Notices]
[Pages 59134-59136]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-19189]
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FEDERAL TRADE COMMISSION
[File No. 261 0091]
Beretta and Ruger; Analysis of Proposed Agreement Containing
Consent Order To Aid Public Comment
AGENCY: Federal Trade Commission.
ACTION: Proposed consent agreement; request for comment.
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SUMMARY: The consent agreement in this matter settles alleged
violations of Federal law prohibiting unfair methods of competition.
The attached Analysis of Proposed Agreement Containing Consent Order to
Aid Public Comment describes both the allegations in the complaint and
the terms of the consent order--embodied in the consent agreement--that
would settle these allegations.
DATES: Comments must be received on or before October 19, 2026.
ADDRESSES: Interested parties may file comments online or on paper by
following the instructions in the Request for Comment part of the
SUPPLEMENTARY INFORMATION section below. Please write ``Beretta and
Ruger; File No. 261 0091'' on your comment and file your comment online
at <a href="https://www.regulations.gov">https://www.regulations.gov</a> by following the instructions on the
web-based form. If you prefer to file your comment on paper, please
mail your comment to: Federal Trade Commission, Office of the
Secretary, 600 Pennsylvania Ave. NW, Mail Stop H-144 (Annex G),
Washington, DC 20580.
SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal
Trade Commission Act, 15 U.S.C. 46(f), and FTC Rule 2.34, 16 CFR 2.34,
notice is hereby given that the above-captioned consent agreement
containing a consent order to cease and desist, having been filed with
and accepted, subject to final approval, by the Commission, has been
placed on the public record for a period of 30 days. The following
Analysis to Aid Public Comment describes the terms of the consent
agreement and the
[[Page 59135]]
allegations in the complaint. An electronic copy of the full text of
the consent agreement package can be obtained at <a href="https://www.ftc.gov/news-events/commission-actions">https://www.ftc.gov/news-events/commission-actions</a>.
You can file a comment online or on paper. For the Commission to
consider your comment, we must receive it on or before October 19,
2026. Write ``Beretta and Ruger: File No. 261 0091'' on your comment.
Your comment--including your name and your State--will be placed on the
public record of this proceeding, including, to the extent practicable,
on the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website.
We encourage you to submit comments through the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website. Postal mail addressed to the Commission
will be subject to delay because of heightened security screening. If
you prefer to file your comment on paper, write ``Beretta and Ruger:
File No. 261 0091'' on your comment and on the envelope, and send it
via overnight service to: Federal Trade Commission, Office of the
Secretary, 600 Pennsylvania Avenue NW, Mail Stop H-144 (Annex G),
Washington, DC 20580.
Because your comment will be placed on the publicly accessible
website at <a href="https://www.regulations.gov">https://www.regulations.gov</a>, you are solely responsible for
making sure your comment does not include any sensitive or confidential
information. In particular, your comment should not include sensitive
personal information, such as your or anyone else's Social Security
number; date of birth; driver's license number or other State
identification number, or foreign country equivalent; passport number;
financial account number; or credit or debit card number. You are also
solely responsible for making sure your comment does not include
sensitive health information, such as medical records or other
individually identifiable health information. In addition, your comment
should not include any ``trade secret or any commercial or financial
information which . . . is privileged or confidential''--as provided by
section 6(f) of the FTC Act, 15 U.S.C. 46(f), and FTC Rule 4.10(a)(2),
16 CFR 4.10(a)(2)--including competitively sensitive information such
as costs, sales statistics, inventories, formulas, patterns, devices,
manufacturing processes, or customer names.
Comments containing material for which confidential treatment is
requested must be filed in paper form, must be clearly labeled
``Confidential,'' and must comply with FTC Rule 4.9(c). In particular,
the written request for confidential treatment that accompanies the
comment must include the factual and legal basis for the request and
must identify the specific portions of the comment to be withheld from
the public record. See FTC Rule 4.9(c). Your comment will be kept
confidential only if the General Counsel grants your request in
accordance with the law and the public interest. Once your comment has
been posted on the <a href="https://www.regulations.gov">https://www.regulations.gov</a> website--as legally
required by FTC Rule 4.9(b)--we cannot redact or remove your comment
from that website, unless you submit a confidentiality request that
meets the requirements for such treatment under FTC Rule 4.9(c), and
the General Counsel grants that request.
Visit <a href="https://www.ftc.gov">https://www.ftc.gov</a> to read this document and the news
release describing the proposed settlement. The FTC Act and other laws
the Commission administers permit the collection of public comments to
consider and use in this proceeding, as appropriate. The Commission
will consider all responsive public comments it receives on or before
October 19, 2026. For information on the Commission's privacy policy,
including routine uses permitted by the Privacy Act, see <a href="https://www.ftc.gov/site-information/privacy-policy">https://www.ftc.gov/site-information/privacy-policy</a>.
Analysis of Agreement Containing Consent Orders To Aid Public Comment
I. Introduction
The Federal Trade Commission (``Commission'') has accepted, subject
to final approval, an Agreement Containing Consent Order (``Consent
Agreement'') from Beretta Holding S.A. (``Respondent''), a subsidiary
of Upifra S.A. Pursuant to a Cooperation Agreement dated May 2, 2026,
Beretta may acquire up to 25% of the outstanding shares of Sturm, Ruger
& Company, Inc. (``Ruger'') for $44.80 per share, for a total
transaction value of approximately $167 million (``Proposed
Transaction''). In addition to this consideration, Beretta gained the
right to ``source'' two members to be appointed and thereafter
nominated to Ruger's Board of Directors. The Consent Agreement is
designed to be a prophylactic safeguard against any anticompetitive
effects that may result from Beretta's agreement with its direct
competitor, Ruger. The Commission alleges in its Complaint that the
Proposed Transaction, if consummated, would violate section 8 of the
Clayton Act, as amended, 15 U.S.C. 19, and section 5 of the Federal
Trade Commission Act, as amended, 15 U.S.C. 45.
The Proposed Transaction raises section 8 concerns. Specifically,
Ruger's obligation to facilitate the appointment of two Beretta-sourced
directors to Ruger's board raises concerns that Beretta could have
access to Ruger's competitively significant, nonpublic information and
could participate in, or have influence over, competitive decision-
making at Ruger. The agreement expressly provides that the parties
could waive any restrictions on Beretta officers, employees, agents,
representatives, or directors from serving as Ruger directors. Under
section 8 of the Clayton Act, it is illegal for directors and officers
to serve, whether directly or indirectly, on the boards of competitors
(subject to limited safe harbors), as would occur here because of
Beretta's right to source two of its designees to the board of its
competitor, Ruger.
The Consent Agreement is designed to remedy allegations in the
Commission's Complaint that Beretta's proposed acquisition would
provide the right to source two Beretta designees to appoint and
nominate for a seat on the Ruger Board of Directors. This would result
in an illegal interlocking directorate in violation of section 8 of the
Clayton Act, 15 U.S.C. 19, and an unfair method of competition in
violation of section 5 of the Federal Trade Commission Act, 15 U.S.C.
45 due to the potential exchange of confidential, competitively
sensitive information.
The proposed settlement provides significant relief for this
concern. The Consent Agreement and proposed Decision and Order
(``D&O'') prohibit Beretta from appointing, sourcing, nominating, or
occupying any director position on Ruger's Board unless that director
is independent of Beretta.
The proposed D&O imposes effective relief, while continuing to set
important Commission precedent on the application of section 8 of the
Clayton Act and section 5 of the FTC Act. By restricting future
opportunities for the parties to engage in conduct that would result in
section 8 violations, the proposed D&O signals the antitrust risks of
excessive influence and anticompetitive information exchange.
The Commission has placed the Consent Agreement on the public
record for 30 days to solicit comments from interested persons.
Comments received during this period will become part of the public
record. After 30 days, the Commission will review the comments received
and decide whether it should withdraw, modify, or make the proposed
Order final.
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II. The Respondent
Respondent Beretta is the largest firearms manufacturer in the
world. Beretta's headquarters are in Luxembourg, and its primary
corporate offices in the United States are in Accokeek, Maryland.
III. The Cooperation Agreement
On May 2, 2026, Beretta and Ruger entered into a Cooperation
Agreement, under which Beretta seeks to acquire up to 25% of Ruger's
outstanding shares at $44.80 per share, for a total transaction value
of approximately $167 million. Beretta already owns 9.96% of Ruger's
shares. The Proposed Transaction would make Beretta one of Ruger's
largest shareholders. Additionally, the Ruger Board of Directors
``shall'' ``take such actions as are necessary to appoint two directors
sourced by Beretta Holding'' and renominate the Beretta directors at
the 2027 and 2028 annual board meetings. The Cooperation Agreement
refers to these appointments as the ``Beretta Holding Director
Appointments'' and the directors are the ``Beretta Holding Directors.''
The Commission's Complaint alleges that the Proposed Transaction,
as structured, would violate section 8 of the Clayton Act, 15 U.S.C.
19, as an illegal interlocking directorate, and that the Proposed
Transaction constitutes an unfair method of competition in violation of
section 5 of the Federal Trade Commission Act, 15 U.S.C. 45, due to the
risk of the exchange of competitively sensitive, nonpublic information.
IV. Line of Commerce
The production and sale of firearms, including pistols, shotguns,
and rifles, are the relevant lines of commerce. Firearms serve a wide
range of uses in the United States, including personal protection,
sport shooting, hunting, law enforcement, and collecting. Buyers of
firearms typically cannot substitute other products for these purposes
without significant compromises in functionality.
The firearms market is characterized by a large set of established
manufacturers. Major competitors include companies such as Smith &
Wesson, SIG Sauer, Glock, Springfield Armory, and Browning Arms
Company, among others, with each offering broad portfolios of firearms
across price points and performance categories. Beretta is recognized
as a premium, globally established manufacturer, with particular
historical strength in shotguns and semiautomatic pistols, while Ruger
is known as a purely U.S. manufacturer with significant share in rifles
and handguns. Both companies sell to overlapping customer groups,
including recreational shooters, hunters, sports shooters, and law-
enforcement agencies.
V. Effects of the Agreement
The Commission's Complaint addresses the theory of harm that
interlocking directorates can present opportunities or temptations for
anticompetitive conduct. Beretta's placement of a director or officer
on Ruger's board--in violation of section 8 of the Clayton Act--would
make Beretta a direct participant in Ruger's corporate governance. This
interlocking directorate arrangement would provide Beretta with the
ability to sway or influence Ruger's competitive decision-making and to
access Ruger's competitively sensitive information. As an interlocked
director or officer, Beretta's representative would have the
opportunity to communicate directly within Ruger's highest levels of
leadership and could discuss confidential business information or
direct or otherwise influence Ruger's competitive actions or
strategies. Knowledge gained via this prohibited interlocking
relationship could also influence Beretta's own competitive decisions
or development of new businesses involved in the production and sale of
firearms.
VI. The Proposed Order
The proposed Order imposes several obligations designed to address
the competitive concerns arising from Beretta's proposed acquisition of
voting securities of Ruger and the potential for interlocking
directorates or improper access to competitively sensitive information.
First, the proposed Order limits Beretta's ability to place
representatives or agents on Ruger's board of directors. Beretta may
not, directly or indirectly, including through its parent, appoint,
nominate, or otherwise cause any person to serve on Ruger's board
unless that person qualifies as independent from Beretta, i.e., an
``Independent Director'' as defined in the Order. The proposed Order
defines an Independent Director as a person who is not affiliated with
Beretta, Upifra, or their controlled entities; has not recently served
as an employee, officer, director, representative, or agent of a
relevant person; has not recently received compensation from a relevant
person; and does not have a material relationship that would reasonably
be expected to impair the objectivity of the director's judgment when
serving on Ruger's board.
Second, the proposed Order requires Beretta to provide the
Commission with advance written notice at least 15 days before
appointing, designating, nominating, electing, or otherwise causing any
person to become a member of Ruger's board of directors.
Third, the proposed Order restricts Beretta's relationships with
any Independent Director it nominates to Ruger's board. Beretta may
not, directly or indirectly, including through its parent, hire or
enter into any financial or other relationship with such Independent
Director that would involve violating the Independent Director's
fiduciary duties or involve the exchange of Ruger's nonpublic
information with Beretta, Upifra, or their affiliates. These
restrictions remain in place until one year after the Independent
Director has ceased serving on Ruger's board.
Fourth, the proposed Order prohibits Beretta from directly or
indirectly seeking, receiving, or attempting to receive Ruger's
nonpublic information from any Independent Director appointed pursuant
to the Order. The Order defines nonpublic information broadly to
include information not in the public domain, such as customer lists,
price lists, strategic plans, contracts, expansion projects, cost
information, marketing methods, competitively sensitive data or
information, and other nonpublic information.
Fifth, the proposed Order requires Beretta to distribute the Order
to each of its respective board members, officers, and directors, and
to design, maintain, and operate an antitrust compliance program.
The purpose of this analysis is to facilitate public comment on the
Consent Agreement and proposed Order to aid the Commission in
determining whether it should make the proposed Order final. This
analysis is not an official interpretation of the proposed Order and
does not modify its terms in any way.
By direction of the Commission.
Joel Christie,
Acting Secretary.
[FR Doc. 2026-19189 Filed 9-17-26; 8:45 am]
BILLING CODE 6750-01-P
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</html>Indexed from Federal Register on September 18, 2026.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.